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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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☒
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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Emerging growth company
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•
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Consumer and Professional Products ("CPP") conducts its operations through AMES. Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
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•
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Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
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•
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Defense Electronics conducts its operations through Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
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•
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Seasonal Outdoor Tools
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•
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Long-Handled Tools:
An extensive line of engineered tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks, marketed under leading brand names including AMES®, True Temper®, UnionTools®, Garant®, Cyclone® and Kelso™, as well as contractor-oriented brands including Razor-Back® Jackson® and Darby™.
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•
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Wheelbarrows:
AMES designs, develops and manufactures a full line of wheelbarrows and lawn carts, primarily under the AMES®, True Temper®, Jackson® Professional Tools, UnionTools®, Garant® and Westmix™ brand names. The products range in size, material (poly and steel), tray form, tire type, handle length and color based on the needs of homeowners, landscapers and contractors.
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•
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Snow Tools:
A complete line of snow tools is marketed under the True Temper®, Garant® and Union Tools® brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleigh shovels, scoops and ice scrapers.
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•
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Pruning:
The pruning line is made up of pruners, loppers, shears, and other tools sold primarily under the True Temper®, Cyclone® and Garant® brand names.
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•
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Project Tools
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•
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Striking Tools:
Axes, picks, mattocks, mauls, wood splitters, sledgehammers, pry bars and repair handles make up the striking tools product line. These products are marketed under the True Temper®, Cyclone®, Garant®, Jackson® Professional Tools and Razor-Back® Professional Tools brand names.
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•
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Hand Tools:
Hammers, screwdrivers, pliers, adjustable wrenches, handsaws, tape measures, levels, clamps, and other traditional hand tools make up this product line. These products are marketed under the Trojan®, Cyclone® and Supercraft® brand names. In addition, gardening hand tools, such as trowels, cultivators, weeders and other specialty garden hand tools, are marketed under the AMES® brand name.
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•
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Outdoor Décor and Watering
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•
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Planters and Lawn Accessories:
AMES is a designer, manufacturer and distributor of indoor and outdoor planters and accessories, sold under the Southern Patio®, Northcote Pottery™, Tuscan Path, La Hacienda®, Hills®, Kelkay® and Dynamic Design®™ brand names, as well as various private label brands. The range of planter sizes (from 6 to 32 inches) is available in various designs, colors and materials.
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•
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Garden Hose and Storage:
AMES offers a wide range of manufactured and sourced garden hoses and hose reels under the AMES®, NeverLeak®, Nylex®, and Hills® brand names.
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•
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Home Organization
:
AMES designs, manufactures and sells a comprehensive portfolio of wire and wood shelving, containers, storage cabinets and other closet and home organization accessories primarily under the highly-recognized ClosetMaid® brand name and other private label brands. Wire products include wire shelving and hardware, wire accessories and kitchen storage products. Wire product brands include Maximum Load®, SuperSlide® and ShelfTrack®. Wood solutions include closet systems, cube storage, storage furniture and cabinets. Selected wood product brands include MasterSuite®, Suite Symphony®™, ExpressShelf®, Style+®, and SpaceCreations®.
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•
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Cleaning Products
: AMES offers a full line of cleaning products for professional, home, and industrial use, including brooms, brushes, squeegees and other cleaning products, primarily under the Harper® brand.
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•
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Radar:
Telephonics provides a wide range of high-performing, lightweight and cost-effective maritime surveillance and weather avoidance radar systems for fixed- and rotary-wing aircraft, Unmanned Aerial Vehicles (UAVs) and shipboard platforms to the U.S. Government and numerous international defense agencies. Telephonics maritime surveillance radars offer advanced features such as Ground Moving Target Indicator (GMTI), Synthetic Aperture Radar (SAR), Inverse Synthetic Aperture Radar (ISAR), Automatic Identification System (AIS) and weather avoidance.
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•
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Naval & Cyber Systems:
As a global leader for maritime surveillance radars, Telephonics is the sole provider of the US Navy’s AN/APS-153 multi-mode radar and the communications suite within the MH-60R/S multi-mission helicopters. Telephonics is developing the next generation multi-mode maritime and over-land surveillance AESA radar known as MOSAIC
®
. Cyber Systems focuses on ISR aircraft integration design and services with a facility that includes a 7,000 square foot hanger and a Sensitive Compartmented Information Facility (SCIF) capable of supporting various customer and Government agencies programs.
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•
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Surveillance:
Telephonics is a global leader in Identification Friend or Foe (IFF), Monopulse Secondary Surveillance Radars (MSSR) and Air Traffic Control (ATC) systems enabling military and civilian air traffic controllers to effectively identify aircraft and vehicles as friendly. Telephonics provides both equipment and supporting services required to safely and reliably control flight operations. These systems are used by the U.S. Army, U.S. Navy, U.S. Air Force, U.S. Marines, Federal Aviation Administration ("FAA"), NATO and numerous international defense agencies including those of Japan and South Korea. They have been fielded globally in a wide range of ground, air and sea-based applications.
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•
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Communications:
Telephonics' advanced wired and wireless communication systems provide the digital backbone for defense and civil platforms worldwide, including fixed- and rotary-wing aircraft, lighter-than-air aircraft and ground control shelters. These systems are designed to meet stringent customer requirements to support adaptability to special missions and communications protocol requirements. Telephonics' vehicle-based intercommunications systems deliver traditional intercom system capabilities while incorporating software-defined features, including an open architecture for integration into vehicle C4 (command, control, communications and computing) systems, networked communications gateways and combat vehicles. Commercial audio products and headsets are utilized worldwide in a wide range of military and civilian applications, including audiometric testing and onboard flight entertainment. Telephonics communications systems are fielded within the U.S. Army, U.S. Navy, U.S. Air Force, U.S. Marines and numerous international defense agencies. These systems are also sold to aerospace manufacturers, commercial airlines and audiometric original equipment manufacturers.
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•
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Systems Engineering and Analysis (SEG):
SEG provides sophisticated, highly technical engineering and analytic support to customers including the Missile Defense Agency, AEGIS Ballistic Missile Defense Program, Program Executive Offices for Integrated Warfare Systems and Ships, U.S. Naval Surface Warfare Centers, Marine Corps System Command and the U.S. Army Aviation and Missile Command, among others. As a leading provider of combat, radar and missile systems engineering and analysis, SEG is a key source of systems engineering expertise for the U.S. integrated air and missile defense initiatives. In addition to government program offices, SEG works extensively with national laboratories, the Intelligence Community and prime contractors.
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•
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Telephonics Large Scale Integration (TLSI):
TLSI has designed nearly 400 mixed-signal custom Application Specific Integrated Circuits (ASICs) for customers in the automotive, industrial, defense/avionics and smart energy markets. TLSI works with its customers' technical teams, taking complete responsibility for the ASIC development process, from the
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a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented 10% of Griffon’s consolidated revenue and 69% of DE revenue.
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b.
|
Home Depot represented 17% of Griffon’s consolidated revenue, 27% of CPP's revenue and 12% of HBP's revenue.
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Name
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Age
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Positions Held and Prior Business Experience
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Ronald J. Kramer
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62
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Chief Executive Officer since April 2008, Chairman of the Board since January 2018, Director since 1993, Vice Chairman of the Board from November 2003 to January 2018. From 2002 through March 2008, President and a Director of Wynn Resorts, Ltd. (Nasdaq:WYNN), a developer, owner and operator of destination casino resorts. From 1999 to 2001, Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. Member of the board of directors of Business Development Corporation of America.
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Robert F. Mehmel
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58
|
Director since May 2018, President and Chief Operating Officer since December 2012. From August 2008 to October 2012, President and Chief Operating Officer of DRS Technologies (Formerly NYSE:DRS) ("DRS"), a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide. From May 2006 to August 2008, Executive Vice President and Chief Operating Officer of DRS and from January 2001 to May 2006, Executive Vice President, Business Operations and Strategy, of DRS.
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Brian G. Harris
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51
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Senior Vice President and Chief Financial Officer since August 2015. From November 2012 to July 2015, Vice President and Controller of Griffon. From July 2009 to July 2015, Griffon's Chief Accounting Officer. From May 2005 to June 2009, Assistant Controller of Dover Corporation, a diversified global manufacturer (NYSE:DOV). Prior to this time, held various finance and accounting roles with Hearst Argyle Television (Formerly NYSE:HTV), John Wiley and Sons, Inc. (NYSE:JW.A) and Arthur Andersen, LLP.
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Seth L. Kaplan
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51
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Senior Vice President, General Counsel and Secretary since May 2010. From July 2008 to May 2010, Assistant General Counsel and Assistant Secretary at Hexcel Corporation (NYSE:HXL), a manufacturer of advanced composite materials for space and defense, commercial aerospace and wind energy applications. From 2000 to July 2008, Senior Corporate Counsel and Assistant Secretary at Hexcel. From 1994 to 2000, associate at the law firm Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP).
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•
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Termination for default or for convenience by the government;
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•
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Reduction or modification in the event of changes in the government’s requirements or budgetary constraints;
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•
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Increased or unexpected costs, causing losses or reduced profits under contracts where Telephonics’ prices are fixed, or determinations that certain costs are not allowable under particular government contracts;
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•
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The failure or inability of the prime contractor to perform its contract under circumstances in which Telephonics is a subcontractor;
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•
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Failure to observe and comply with government and procurement regulations such that Telephonics could be suspended or barred from bidding on or receiving awards of new government contracts;
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•
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The failure of the government to exercise options for additional work provided for in contracts;
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•
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The inherent discretion of government agencies in determining whether Telephonics has complied with all specifications set forth in a government contract; and
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•
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The government’s right, in certain circumstances, to freely use technology developed under these contracts.
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•
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Costs associated with incomplete or poorly implemented acquisitions;
|
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•
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Expenses, delays and difficulties of integrating acquired companies into Griffon’s existing organization;
|
|
•
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Dilution of the interest of existing stockholders;
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•
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Diversion of management’s attention; or
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|
•
|
Difficulty in obtaining financing on acceptable terms, or at all.
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•
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A substantial portion of cash flows from operations could be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, product development and other general corporate purposes;
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•
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Insufficient cash flows from operations may force Griffon to sell assets, or seek additional capital, which Griffon may not be able to secure on favorable terms, if at all; and
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•
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Its level of indebtedness may make Griffon more vulnerable to economic or industry downturns.
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•
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Product improvements are not completed on a timely basis;
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•
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New products are not introduced on a timely basis or do not achieve sufficient market penetration;
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•
|
There are budget overruns or delays in R&D efforts; or
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•
|
New products experience reliability or quality problems, or otherwise do not meet customer preferences or requirements.
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Location
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Business Segment
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Primary Use
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Approx.
Square
Footage
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Owned/
Leased
|
Lease
End Year
|
||||||
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New York, NY
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Corporate
|
Headquarters
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13,000
|
|
Leased
|
2025
|
|||||
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Farmingdale, NY
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Defense Electronics
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Manufacturing/R&D
|
180,000
|
|
Owned
|
|
|||||
|
Huntington, NY
|
Defense Electronics
|
Manufacturing
|
90,000
|
|
Owned
|
|
|||||
|
Huntington, NY
|
Defense Electronics
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Manufacturing
|
100,000
|
|
Leased
|
2021
|
|||||
|
Columbia, MD
|
Defense Electronics
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Engineering
|
46,000
|
|
Leased
|
2025
|
|||||
|
Elizabeth City, NC
|
Defense Electronics
|
Manufacturing (Owned), Repair and Service (Leased)
|
46,500
|
|
Owned / Leased
|
2039
|
|||||
|
Troy, OH
|
Home and Building Products
|
Manufacturing
|
1,230,000
|
|
Leased
|
2021
|
|||||
|
Russia, OH
|
Home and Building Products
|
Manufacturing
|
250,000
|
|
Owned
|
|
|||||
|
Mountain Top, PA
|
Home and Building Products
|
Manufacturing
|
279,000
|
|
Owned
|
|
|||||
|
Goodyear, AZ
|
Home and Building Products
|
Manufacturing
|
163,000
|
|
Owned
|
||||||
|
Carlisle, PA
|
Consumer and Professional Products
|
Manufacturing, Distribution
|
1,409,000
|
|
Leased
|
2035
|
|||||
|
Reno, NV
|
Consumer and Professional Products
|
Manufacturing, Distribution
|
400,000
|
|
Leased
|
2022
|
|||||
|
Camp Hill, PA
|
Consumer and Professional Products
|
Manufacturing
|
380,000
|
|
Owned
|
||||||
|
Harrisburg, PA
|
Consumer and Professional Products
|
Manufacturing
|
264,000
|
|
Owned
|
|
|||||
|
St. Francois, Quebec
|
Consumer and Professional Products
|
Manufacturing, Distribution
|
353,000
|
|
Owned
|
|
|||||
|
Champion, PA
|
Consumer and Professional Products
|
Wood Mill
|
225,000
|
|
Owned
|
||||||
|
Cork, Ireland
|
Consumer and Professional Products
|
Manufacturing, Distribution
|
74,000
|
|
Owned
|
|
|||||
|
Pollington Site, UK
|
Consumer and Professional Products
|
Manufacturing, Distribution
|
115,000
|
|
Owned
|
||||||
|
Gloucestershire, UK
|
Consumer and Professional Products
|
Distribution
|
46,000
|
|
Leased
|
2022
|
|||||
|
South Yorkshire, UK
|
Consumer and Professional Products
|
Manufacturing
|
59,000
|
|
Leased
|
2025
|
|||||
|
Kent, UK
|
Consumer and Professional Products
|
Distribution
|
32,000
|
|
Leased
|
2026
|
|||||
|
Australia (various)
|
Consumer and Professional Products
|
7 Distribution
|
646,000
|
|
Leased
|
2021 - 2027
|
|||||
|
Quebec, Canada
|
Consumer and Professional Products
|
Distribution
|
40,500
|
|
Lease
|
2021
|
|||||
|
Ocala, FL
|
Consumer and Professional Products
|
Manufacturing
|
676,000
|
|
Leased
|
2030
|
|||||
|
Grantsville, MD
|
Consumer and Professional Products
|
Manufacturing
|
155,000
|
|
Owned
|
|
|||||
|
Reynosa, MX
|
Consumer and Professional Products
|
Manufacturing (owned), Distribution (leased)
|
133,000
|
|
Owned /Leased
|
2023
|
|||||
|
Chino, CA
|
Consumer and Professional Products
|
Distribution
|
202,000
|
|
Leased
|
2021
|
|||||
|
Pharr, TX
|
Consumer and Professional Products
|
Distribution
|
80,000
|
|
Leased
|
2022
|
|||||
|
Fairfield, IA
|
Consumer and Professional Products
|
Manufacturing
|
54,000
|
|
Leased
|
2021
|
|||||
|
Guangdong, China
|
Consumer and Professional Products
|
Manufacturing
|
211,000
|
|
Leased
|
2022
|
|||||
|
|
(a)
|
(b)
|
(c)
|
||||||
|
Plan Category
|
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-
average exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity plans (excluding securities reflected in column (a)) |
||||||
|
Equity compensation plans approved by security
holders (1) |
—
|
|
$
|
—
|
|
1,167,172
|
|
||
|
Equity compensation plans not approved by security holders
|
—
|
|
$
|
—
|
|
—
|
|
||
|
(1)
|
Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans. The total reflected in column (c) includes shares available for grant as any type of equity award under the Incentive Plan.
|
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
(b) Average
Price Paid Per
Share (or Unit)
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) That
May Yet Be Purchased
Under the Plans or
Programs
|
|
||||||||||
|
July 1 - 31, 2020
|
—
|
|
$
|
—
|
|
—
|
|
|
|
|
|||||
|
August 1 - 31, 2020
|
—
|
|
—
|
|
—
|
|
|
|
|
||||||
|
September 1 - 30, 2020
|
—
|
|
—
|
|
—
|
|
|
|
|
||||||
|
Total
|
—
|
|
$
|
—
|
|
—
|
|
$
|
57,955
|
|
(1)
|
||||
|
1.
|
Shares, if any, purchased by the Company in open market purchases are pursuant to share repurchases authorized by the Company’s Board of Directors. On each of August 3, 2016 and August 1, 2018, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of
September 30, 2020
,
$57,955
remained available for purchase under these Board authorized repurchase programs.
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||
|
(in thousands, except per share amounts)
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||
|
Revenue
|
$
|
2,407,522
|
|
$
|
2,209,289
|
|
$
|
1,977,918
|
|
$
|
1,524,997
|
|
$
|
1,477,035
|
|
||||
|
Income (loss) before taxes and discontinued operations
|
$
|
82,757
|
|
$
|
72,178
|
|
$
|
33,810
|
|
$
|
16,698
|
|
$
|
32,213
|
|
||||
|
Provision (benefit) for income taxes
|
29,328
|
|
26,556
|
|
555
|
|
(1,085
|
)
|
12,432
|
|
|||||||||
|
Income (loss) from continuing operations
|
53,429
|
|
45,622
|
|
33,255
|
|
17,783
|
|
19,781
|
|
|||||||||
|
Income (loss) from discontinued operations
|
—
|
|
(8,335
|
)
|
92,423
|
|
(2,871
|
)
|
10,229
|
|
|||||||||
|
Net Income (loss)
|
$
|
53,429
|
|
$
|
37,287
|
|
$
|
125,678
|
|
$
|
14,912
|
|
$
|
30,010
|
|
||||
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Continuing operations
|
$
|
1.25
|
|
$
|
1.11
|
|
$
|
0.81
|
|
$
|
0.43
|
|
$
|
0.48
|
|
||||
|
Discontinued operations
|
—
|
|
(0.20
|
)
|
2.25
|
|
(0.07
|
)
|
0.25
|
|
|||||||||
|
Net income (loss)
|
$
|
1.25
|
|
$
|
0.91
|
|
$
|
3.06
|
|
$
|
0.36
|
|
$
|
0.73
|
|
||||
|
Weighted average shares outstanding
|
42,588
|
|
40,934
|
|
41,005
|
|
41,005
|
|
41,074
|
|
|||||||||
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Continuing operations
|
$
|
1.19
|
|
$
|
1.06
|
|
$
|
0.78
|
|
$
|
0.41
|
|
$
|
0.45
|
|
||||
|
Discontinued operations
|
—
|
|
(0.20
|
)
|
2.18
|
|
(0.07
|
)
|
0.23
|
|
|||||||||
|
Net income (loss)
|
$
|
1.19
|
|
0.87
|
|
2.96
|
|
0.35
|
|
0.68
|
|
||||||||
|
Weighted average shares outstanding
|
45,015
|
|
42,888
|
|
42,422
|
|
43,011
|
|
44,109
|
|
|||||||||
|
Cash dividends declared per common share
|
$
|
0.30
|
|
$
|
0.29
|
|
$
|
1.28
|
|
$
|
0.24
|
|
$
|
0.20
|
|
||||
|
Capital expenditures
|
$
|
48,998
|
|
45,361
|
|
50,138
|
|
34,937
|
|
59,276
|
|
||||||||
|
Depreciation and amortization
|
$
|
62,409
|
|
61,848
|
|
55,803
|
|
47,878
|
|
46,342
|
|
||||||||
|
Total assets
|
$
|
2,456,017
|
|
2,074,939
|
|
2,084,890
|
|
1,873,541
|
|
1,782,096
|
|
||||||||
|
Current portion of debt
|
$
|
9,922
|
|
10,525
|
|
13,011
|
|
11,078
|
|
13,932
|
|
||||||||
|
Long term portion of debt, net
|
1,037,042
|
|
1,093,749
|
|
1,108,071
|
|
968,080
|
|
896,946
|
|
|||||||||
|
Total debt, net
|
$
|
1,046,964
|
|
1,104,274
|
|
1,121,082
|
|
979,158
|
|
910,878
|
|
||||||||
|
•
|
Consumer and Professional Products ("CPP") conducts its operations through AMES. Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid. CPP revenue was
47%
,
45%
, and
48%
of Griffon’s consolidated revenue in
2020
,
2019
and 2018, respectively.
|
|
•
|
Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand. HBP revenue was
39%
,
40%
and
35%
of Griffon’s consolidated revenue in
2020
,
2019
and 2018, respectively.
|
|
•
|
Defense Electronics conducts its operations through Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. Telephonics’ revenue was
14%
,
15%
and
17%
of Griffon’s consolidated revenue in
2020
,
2019
and 2018, respectively.
|
|
For the Years Ended September 30,
|
|||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
Income from continuing operations
|
$
|
53,429
|
|
|
$
|
45,622
|
|
|
$
|
33,255
|
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|||
|
Restructuring charges
|
15,790
|
|
|
—
|
|
|
—
|
|
|||
|
Loss from debt extinguishment
|
7,925
|
|
|
—
|
|
|
—
|
|
|||
|
Acquisition costs
|
2,960
|
|
|
—
|
|
|
7,597
|
|
|||
|
Acquisition contingent consideration
|
(1,733
|
)
|
|
(1,646
|
)
|
|
—
|
|
|||
|
Special dividend ESOP charges
|
—
|
|
—
|
|
3,220
|
|
|||||
|
Secondary equity offering costs
|
—
|
|
—
|
|
1,205
|
|
|||||
|
Cost of life insurance benefit
|
—
|
|
—
|
|
2,614
|
|
|||||
|
Tax impact of above items
|
(5,984
|
)
|
313
|
|
(6,421
|
)
|
|||||
|
Discrete and other certain tax provisions (benefits)
|
654
|
|
|
2,035
|
|
|
(9,384
|
)
|
|||
|
Adjusted income from continuing operations
|
$
|
73,041
|
|
|
$
|
46,324
|
|
|
$
|
32,086
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Earnings per common share from continuing operations
|
$
|
1.19
|
|
|
1.06
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|||
|
Restructuring charges
|
0.26
|
|
|||||||||
|
Loss from debt extinguishment
|
0.14
|
|
|||||||||
|
Acquisition costs
|
0.05
|
|
|
—
|
|
|
0.12
|
|
|||
|
Acquisition contingent consideration
|
(0.03
|
)
|
|
(0.03
|
)
|
|
—
|
|
|||
|
Special dividend ESOP charges
|
—
|
|
—
|
|
0.05
|
|
|||||
|
Secondary equity offering costs
|
—
|
|
—
|
|
0.02
|
|
|||||
|
Cost of life insurance benefit
|
—
|
|
—
|
|
0.01
|
|
|||||
|
Discrete and other certain tax provisions (benefits)
|
0.01
|
|
|
0.05
|
|
|
(0.22
|
)
|
|||
|
Adjusted earnings per share from continuing operations
|
$
|
1.62
|
|
|
1.08
|
|
|
$
|
0.76
|
|
|
|
Weighted-average shares outstanding (in thousands)
|
45,015
|
|
|
42,888
|
|
|
42,422
|
|
|||
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
|
2020
|
2019
|
2018
|
|||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
|
Revenue
|
$
|
1,139,233
|
|
|
$
|
1,000,608
|
|
|
$
|
953,612
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
104,053
|
|
9.1
|
%
|
$
|
90,677
|
|
9.1
|
%
|
$
|
77,061
|
|
8.1
|
%
|
|||||
|
Depreciation and amortization
|
32,788
|
|
32,289
|
|
30,816
|
|
||||||||||||||
|
Cash Charges
|
Non-Cash Charges
|
|||||||||||||||||||
|
Personnel related costs
|
Facilities, exit costs and other
|
Facility and other
|
Total
|
Capital Investments
|
||||||||||||||||
|
Domestic Expansion
|
$
|
12,000
|
|
$
|
4,000
|
|
$
|
19,000
|
|
$
|
35,000
|
|
$
|
40,000
|
|
|||||
|
Global Expansion
|
14,000
|
|
16,000
|
|
—
|
|
30,000
|
|
25,000
|
|
||||||||||
|
Total Anticipated Charges
|
26,000
|
|
20,000
|
|
19,000
|
|
65,000
|
|
65,000
|
|
||||||||||
|
Total 2020 restructuring charges
|
(5,620
|
)
|
(3,357
|
)
|
(4,692
|
)
|
(13,669
|
)
|
(6,733
|
)
|
||||||||||
|
Estimate to Complete
|
$
|
20,380
|
|
$
|
16,643
|
|
$
|
14,308
|
|
$
|
51,331
|
|
$
|
58,267
|
|
|||||
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
|
2020
|
2019
|
2018
|
|||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
|
Revenue
|
$
|
927,313
|
|
|
$
|
873,640
|
|
|
$
|
697,969
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
153,631
|
|
16.6
|
%
|
$
|
120,161
|
|
13.8
|
%
|
$
|
100,339
|
|
14.4
|
%
|
|||||
|
Depreciation and amortization
|
18,361
|
|
18,334
|
|
13,717
|
|
|
|||||||||||||
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
|
2020
|
2019
|
2018
|
|||||||||||||||||
|
Revenue
|
$
|
340,976
|
|
|
$
|
335,041
|
|
|
$
|
326,337
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
25,228
|
|
7.4
|
%
|
$
|
35,104
|
|
10.5
|
%
|
$
|
36,063
|
|
11.1
|
%
|
|||||
|
Depreciation and amortization
|
10,645
|
|
|
10,667
|
|
|
10,801
|
|
|
|||||||||||
|
Cash Flows from Continuing Operations
|
Years Ended September 30,
|
||||||
|
(in thousands)
|
2020
|
2019
|
|||||
|
Net Cash Flows Provided By (Used In):
|
|
|
|
|
|||
|
Operating activities
|
$
|
137,029
|
|
$
|
113,958
|
|
|
|
Investing activities
|
(59,307
|
)
|
(74,553
|
)
|
|||
|
Financing activities
|
68,190
|
|
(34,976
|
)
|
|||
|
a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented
10%
of Griffon’s consolidated revenue and
69%
of DE revenue.
|
|
b.
|
Home Depot represented
17%
of Griffon’s consolidated revenue,
27%
of CPP's revenue and 12% of HBP's revenue.
|
|
Cash and Equivalents and Debt
|
At September 30,
|
At September 30,
|
|||||
|
(in thousands)
|
2020
|
2019
|
|||||
|
Cash and equivalents
|
$
|
218,089
|
|
$
|
72,377
|
|
|
|
Notes payables and current portion of long-term debt
|
9,922
|
|
10,525
|
|
|||
|
Long-term debt, net of current maturities
|
1,037,042
|
|
1,093,749
|
|
|||
|
Debt discount and issuance costs
|
17,458
|
|
9,857
|
|
|||
|
Total debt
|
1,064,422
|
|
1,114,131
|
|
|||
|
Debt, net of cash and equivalents
|
$
|
846,333
|
|
$
|
1,041,754
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
|
(in thousands)
|
Total
|
Less Than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5
Years
|
Other
|
|||||||||||||||||
|
Long-term debt (a)
|
$
|
1,064,422
|
|
$
|
9,922
|
|
$
|
28,791
|
|
$
|
16,358
|
|
$
|
1,009,351
|
|
$
|
—
|
|
|||||
|
Interest expense
|
403,062
|
|
63,172
|
|
125,520
|
|
123,889
|
|
90,481
|
|
—
|
|
|||||||||||
|
Operating lease obligations
|
204,590
|
|
38,411
|
|
58,885
|
|
35,391
|
|
71,903
|
|
—
|
|
|||||||||||
|
Purchase obligations (b)
|
387,148
|
|
377,388
|
|
9,748
|
|
12
|
|
—
|
|
—
|
|
|||||||||||
|
Capital expenditures
|
3,154
|
|
3,154
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Supplemental & post-retirement benefits (c)
|
13,704
|
|
1,891
|
|
3,466
|
|
2,993
|
|
5,354
|
|
—
|
|
|||||||||||
|
Uncertain tax positions (d)
|
883
|
|
—
|
|
—
|
|
—
|
|
—
|
|
883
|
|
|||||||||||
|
Total obligations
|
$
|
2,076,963
|
|
$
|
493,938
|
|
$
|
226,410
|
|
$
|
178,643
|
|
$
|
1,177,089
|
|
$
|
883
|
|
|||||
|
(a)
|
Included in long-term debt are finance leases of:
$4,282
(less than 1 year),
$5,070
(1-3 years),
$4,193
(3-5 years) and
$9,850
(more than 5 years).
|
|
(b)
|
Purchase obligations are generally for the purchase of goods and services in the ordinary course of business. Griffon uses blanket purchase orders to communicate expected requirements to certain vendors. Purchase obligations reflect those purchase orders in which the commitment is considered to be firm. Purchase obligations that extend beyond
2020
are principally related to long-term contracts received from customers of Telephonics.
|
|
(c)
|
Griffon funds required payouts under its non-qualified supplemental defined benefit plan from its general assets and the expected payments are included in each period, as applicable.
|
|
(d)
|
Due to the uncertainty of the potential settlement of future uncertain tax positions, management is unable to estimate the timing of related payments, if any, that will be made subsequent to
2020
. These amounts do not include any potential indirect benefits resulting from deductions or credits for payments made to other jurisdictions.
|
|
▪
|
Report of Independent Registered Public Accounting Firm.
|
|
▪
|
Consolidated Balance Sheets at
September 30, 2020
and
2019
.
|
|
▪
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended
September 30, 2020
,
2019
and
2018
.
|
|
▪
|
Consolidated Statements of Cash Flows for the years ended
September 30, 2020
,
2019
and
2018
.
|
|
▪
|
Consolidated Statements of Shareholders’ Equity for the years ended
September 30, 2020
,
2019
and
2018
.
|
|
▪
|
Notes to Consolidated Financial Statements.
|
|
▪
|
Schedule II – Valuation and Qualifying Account.
|
|
At September 30, 2020
|
At September 30, 2019
|
||||||
|
CURRENT ASSETS
|
|
|
|
|
|||
|
Cash and equivalents
|
$
|
|
|
$
|
|
|
|
|
Accounts receivable, net of allowances of $17,758 and $7,881
|
|
|
|
|
|||
|
Contract assets, net of progress payments of $24,175 and $11,259
|
|
|
|
|
|||
|
Inventories
|
|
|
|
|
|||
|
Prepaid and other current assets
|
|
|
|
|
|||
|
Assets of discontinued operations
|
|
|
|
|
|||
|
Total Current Assets
|
|
|
|
|
|||
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
|
|
|
|||
|
OPERATING LEASE RIGHT-OF-USE ASSETS
|
|
|
—
|
|
|||
|
GOODWILL
|
|
|
|
|
|||
|
INTANGIBLE ASSETS, net
|
|
|
|
|
|||
|
OTHER ASSETS
|
|
|
|
|
|||
|
ASSETS OF DISCONTINUED OPERATIONS
|
|
|
|
|
|||
|
Total Assets
|
$
|
|
|
$
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|||
|
Notes payable and current portion of long-term debt
|
$
|
|
|
$
|
|
|
|
|
Accounts payable
|
|
|
|
|
|||
|
Accrued liabilities
|
|
|
|
|
|||
|
Current portion of operating lease liabilities
|
|
|
—
|
|
|||
|
Liabilities of discontinued operations
|
|
|
|
|
|||
|
Total Current Liabilities
|
|
|
|
|
|||
|
LONG-TERM DEBT, net
|
|
|
|
|
|||
|
LONG-TERM OPERATING LEASE LIABILITIES
|
|
|
—
|
|
|||
|
OTHER LIABILITIES
|
|
|
|
|
|||
|
LIABILITIES OF DISCONTINUED OPERATIONS
|
|
|
|
|
|||
|
Total Liabilities
|
|
|
|
|
|||
|
COMMITMENTS AND CONTINGENCIES - See Note 14
|
|
|
|
|
|||
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|||
|
Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued
|
|
|
|
|
|||
|
Common stock, par value $0.25 per share, authorized 85,000 shares, issued shares of 83,739 and 82,775, respectively.
|
|
|
|
|
|||
|
Capital in excess of par value
|
|
|
|
|
|||
|
Retained earnings
|
|
|
|
|
|||
|
Treasury shares, at cost, 27,610 common shares and 35,969 common shares
|
(
|
)
|
(
|
)
|
|||
|
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
|||
|
Deferred compensation
|
(
|
)
|
(
|
)
|
|||
|
Total Shareholders’ Equity
|
|
|
|
|
|||
|
Total Liabilities and Shareholders’ Equity
|
$
|
|
|
$
|
|
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
Revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Cost of goods and services
|
|
|
|
|
|
|
|||||
|
Gross profit
|
|
|
|
|
|
|
|||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|||||
|
Income from continuing operations
|
|
|
|
|
|
|
|||||
|
Other income (expense)
|
|
|
|
|
|
|
|||||
|
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
|
Interest income
|
|
|
|
|
|
|
|||||
|
Loss from debt extinguishment
|
(
|
)
|
|
|
|
|
|||||
|
Other, net
|
|
|
|
|
|
|
|||||
|
Total other income (expense)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
|
Income before taxes from continuing operations
|
|
|
|
|
|
|
|||||
|
Provision for income taxes
|
|
|
|
|
|
|
|||||
|
Income from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Discontinued operations:
|
|
|
|
|
|
|
|||||
|
Income (loss) from operations of discontinued businesses
|
|
|
(
|
)
|
|
|
|||||
|
Provision for income taxes
|
|
|
(
|
)
|
|
|
|||||
|
Income (loss) from discontinued operations
|
|
|
(
|
)
|
|
|
|||||
|
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Income from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Income (loss) from discontinued operations
|
|
|
(
|
)
|
|
|
|||||
|
Basic earnings per common share
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|||||
|
Income from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Income (loss) from discontinued operations
|
|
|
(
|
)
|
|
|
|||||
|
Diluted earnings per common share
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|||||
|
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|||||
|
Foreign currency translation adjustments
|
|
|
(
|
)
|
|
|
|||||
|
Pension and other post retirement plans
|
(
|
)
|
(
|
)
|
|
|
|||||
|
Gain (loss) on cash flow hedge
|
|
|
(
|
)
|
|
|
|||||
|
Total other comprehensive income (loss), net of taxes
|
(
|
)
|
(
|
)
|
|
|
|||||
|
Comprehensive income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
Years Ended September 30,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net (income) loss from discontinued operations
|
|
|
|
|
|
|
(
|
)
|
|||
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|||
|
Asset impairment charges - restructuring
|
|
|
|
|
|
|
|
|
|||
|
Provision for losses on accounts receivable
|
|
|
|
|
|
|
|
|
|||
|
Amortization of deferred financing costs and debt discounts
|
|
|
|
|
|
|
|
|
|||
|
Loss from debt extinguishment
|
|
|
|
|
|
|
|
|
|||
|
Deferred income tax
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
(Gain)/ loss on sale/disposal of assets and investments
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Change in assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
|
|
|
|
|
|||
|
(Increase) decrease in accounts receivable and contract assets
|
(
|
)
|
|
|
|
|
|
|
|||
|
(Increase) decrease in inventories
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Increase in prepaid and other assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Increase in accounts payable, accrued liabilities and income taxes payable
|
|
|
|
|
|
|
|
|
|||
|
Other changes, net
|
|
|
|
|
|
|
|
|
|||
|
Net cash provided by operating activities - continuing operations
|
|
|
|
|
|
|
|
|
|||
|
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
|
Acquisition of property, plant and equipment
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Acquired business, net of cash acquired
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Investment purchases
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Proceeds (payments) from sale of business
|
|
|
|
(
|
)
|
|
|
|
|||
|
Insurance proceeds (payments)
|
|
|
(
|
)
|
|
|
|||||
|
Proceeds from sale of property, plant and equipment
|
|
|
|
|
|
|
|
|
|||
|
Net cash provided by (used in) investing activities - continuing operations
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
|
Proceeds from issuance of common stock
|
|
|
|
|
|
|
|
|
|||
|
Dividends paid
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Purchase of shares for treasury
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|||
|
Payments of long-term debt
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Change in short-term borrowings
|
|
|
|
(
|
)
|
|
|
|
|||
|
Financing costs
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Contingent consideration for acquired businesses
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Other, net
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Net cash provided by (used) in financing activities - continuing operations
|
|
|
|
(
|
)
|
|
|
|
|||
|
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
|
Net cash used in operating activities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net cash provided by (used in) investing activities
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net cash used in financing activities
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net cash used in discontinued operations
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Effect of exchange rate changes on cash and equivalents
|
|
|
|
|
|
|
|
|
|||
|
NET INCREASE IN CASH AND EQUIVALENTS
|
|
|
|
|
|
|
|
|
|||
|
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|||
|
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
|
Cash paid for interest
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash paid for taxes
|
|
|
|
|
|
|
|
|
|||
|
|
COMMON STOCK
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
RETAINED
EARNINGS
|
TREASURY SHARES
|
ACCUMULATED OTHER
COMPREHENSIVE
INCOME (LOSS)
|
DEFERRED
COMPENSATION
|
Total
|
||||||||||||||||||||||||||
|
(in thousands)
|
SHARES
|
PAR VALUE
|
SHARES
|
COST
|
|||||||||||||||||||||||||||||
|
Balance at 9/30/2017
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||||||||
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Dividends
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Shares withheld on employee taxes on vested equity awards
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Amortization of deferred compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|||||||||||||||
|
Common stock acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Equity awards granted, net
|
|
|
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
ESOP allocation of common stock
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based compensation
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based consideration
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
|||||||||||||||
|
Balance at 9/30/2018
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Cumulative catch-up adjustment related to adoption of ASC 606
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Dividends
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Shares withheld on employee taxes on vested equity awards
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Amortization of deferred compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|||||||||||||||
|
Common stock acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Equity awards granted, net
|
|
|
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
ESOP allocation of common stock
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based compensation
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based consideration
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||
|
Balance at 9/30/2019
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Dividends
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Shares withheld on employee taxes on vested equity awards
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||||
|
Amortization of deferred compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|||||||||||||||
|
Common stock issued, net of issuance costs
|
—
|
|
—
|
|
|
|
—
|
|
(
|
)
|
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Equity awards granted, net
|
|
|
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
ESOP allocation of common stock
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based compensation
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Stock-based consideration
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||||||
|
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||
|
Balance at 9/30/2020
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||
|
•
|
Consumer and Professional Products ("CPP") conducts its operations through The AMES Companies, Inc. (“AMES”). Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
|
|
•
|
Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
|
|
•
|
Defense Electronics ("DE") conducts its operations through Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
|
•
|
Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.
|
|
•
|
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
|
|
•
|
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
Accounts receivable
(1)
|
$
|
|
|
|
Inventories
(2)
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
Goodwill
|
|
|
|
|
Intangible assets
|
|
|
|
|
Other current and non-current assets
|
|
|
|
|
Total assets acquired
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
Long-term liabilities
|
|
|
|
|
Total liabilities assumed
|
|
|
|
|
Total
|
$
|
|
|
|
|
Average
Life (Years) |
|||||
|
Goodwill
|
$
|
|
|
N/A
|
||
|
Indefinite-lived intangibles
|
|
|
N/A
|
|||
|
Definite-lived intangibles
|
|
|
|
|||
|
Total goodwill and intangible assets
|
$
|
|
|
|
||
|
Accounts receivable
(1)
|
$
|
|
|
|
Inventories
(2)
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
Goodwill
|
|
|
|
|
Intangible assets
|
|
|
|
|
Other current and non-current assets
|
|
|
|
|
Total assets acquired
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
Long-term liabilities
|
|
|
|
|
Total liabilities assumed
|
|
|
|
|
Total
|
$
|
|
|
|
|
Average
Life (Years) |
|||||
|
Goodwill
|
$
|
|
|
N/A
|
||
|
Indefinite-lived intangibles
|
|
|
N/A
|
|||
|
Definite-lived intangibles
|
|
|
|
|||
|
Total goodwill and intangible assets
|
$
|
|
|
|
||
|
At September 30,
2020 |
At September 30,
2019 |
||||||
|
Raw materials and supplies
|
$
|
|
|
$
|
|
|
|
|
Work in process
|
|
|
|
|
|||
|
Finished goods
|
|
|
|
|
|||
|
Total
|
$
|
|
|
$
|
|
|
|
|
At September 30,
2020 |
At September 30,
2019 |
||||||
|
Land, building and building improvements
|
$
|
|
|
$
|
|
|
|
|
Machinery and equipment
|
|
|
|
|
|||
|
Leasehold improvements
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
Accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
|||
|
Total
|
$
|
|
|
$
|
|
|
|
|
|
At September 30,
2018 |
Goodwill from acquisitions
|
Reallocation of Goodwill
(1)
|
Foreign currency translation adjustments
|
At September 30,
2019 |
Goodwill from acquisitions
|
Foreign currency translation adjustments
|
At September 30,
2020 |
|||||||||||||||||||||||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||||
|
Home and Building Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Defense Electronics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||||
|
|
At September 30, 2020
|
|
At September 30, 2019
|
||||||||||||||
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Average
Life
(Years)
|
Gross Carrying
Amount
|
Accumulated Amortization
|
||||||||||||
|
Customer relationships & other
|
$
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
||||
|
Unpatented technology
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total amortizable intangible assets
|
|
|
|
|
|
|
|
|
|
||||||||
|
Trademarks
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
|
Total intangible assets
|
$
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
||||
|
|
At September 30,
2020 |
At September 30,
2019 |
|||||
|
Assets of discontinued operations:
|
|
|
|
|
|||
|
Prepaid and other current assets
|
$
|
|
|
$
|
|
|
|
|
Other long-term assets
|
|
|
|
|
|||
|
Total assets of discontinued operations
|
$
|
|
|
$
|
|
|
|
|
Liabilities of discontinued operations:
|
|
|
|
|
|||
|
Accrued liabilities, current
|
$
|
|
|
$
|
|
|
|
|
Other long-term liabilities
|
|
|
|
|
|||
|
Total liabilities of discontinued operations
|
$
|
|
|
$
|
|
|
|
|
For the Year Ended September 30,
|
||||||||
|
2019
|
2018
|
|||||||
|
Revenue
|
$
|
|
|
$
|
|
|
||
|
Cost of goods and services
|
|
|
|
|
||||
|
Gross profit
|
|
|
|
|
||||
|
Selling, general and administrative expenses
|
|
|
|
|
||||
|
Restructuring charges
|
|
|
|
|
||||
|
Total operating expenses
|
|
|
|
|
||||
|
Income from discontinued operations
|
(
|
)
|
|
|
||||
|
Other income (expense)
|
|
|
|
|
||||
|
Gain on sale of business
|
|
|
|
|
||||
|
Interest expense, net
|
|
|
(
|
)
|
||||
|
Other, net
|
|
|
(
|
)
|
||||
|
Total other income (expense)
|
|
|
|
|
||||
|
Income from operations of discontinued operations
|
(
|
)
|
|
|
||||
|
|
At September 30,
2020 |
At September 30,
2019 |
|||||
|
Compensation
|
$
|
|
|
$
|
|
|
|
|
Interest
|
|
|
|
|
|||
|
Warranties and rebates
|
|
|
|
|
|||
|
Insurance
|
|
|
|
|
|||
|
Rent, utilities and freight
|
|
|
|
|
|||
|
Income and other taxes
|
|
|
|
|
|||
|
Marketing and advertising
|
|
|
|
|
|||
|
Restructuring
|
|
|
|
|
|||
|
Other
|
|
|
|
|
|||
|
Total
|
$
|
|
|
$
|
|
|
|
|
For the Year Ended September 30, 2020
|
||||
|
Cost of goods and services
|
$
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
||
|
Total restructuring charges
|
$
|
|
|
|
|
For the Year Ended September 30, 2020
|
|||
|
Personnel related costs
|
$
|
|
|
|
Facilities, exit costs and other
|
|
|
|
|
Non-cash facility and other
|
|
|
|
|
Total
|
$
|
|
|
|
Cash Charges
|
Cash Charges
|
Non Cash Charges
|
|||||||||||||
|
Personnel related costs
|
Facilities &
Exit Costs |
Facility and Other Costs
|
Total
|
||||||||||||
|
Accrued liability at September 30, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Charges
|
|
|
|
|
|
|
|
|
|||||||
|
Payments
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||
|
Non-cash charges
(1)
|
|
|
$
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Accrued liability at September 30, 2020
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
(1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets in connection with certain facility closures.
|
|||||||||||||||
|
|
Years Ended September 30,
|
||||||
|
|
2020
|
2019
|
|||||
|
Balance, beginning of period
|
$
|
|
|
$
|
|
|
|
|
Warranties issued and changes in estimated pre-existing warranties
|
|
|
|
|
|||
|
Actual warranty costs incurred
|
(
|
)
|
(
|
)
|
|||
|
Balance, end of period
|
$
|
|
|
$
|
|
|
|
|
|
|
At September 30, 2020
|
||||||||||||||||||
|
|
|
Outstanding
Balance
|
Original
Issuer
Premium
|
Capitalized Fees & Expenses
|
Balance
Sheet
|
Coupon
Interest Rate
|
||||||||||||||
|
Senior notes due 2028
|
(a)
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
%
|
|||||
|
Revolver due 2025
|
(b)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Finance lease - real estate
|
(e)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Non U.S. lines of credit
|
(f)
|
|
|
|
|
(
|
)
|
(
|
)
|
Variable
|
|
|||||||||
|
Non U.S. term loans
|
(f)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Other long term debt
|
(g)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Totals
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
less: Current portion
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Long-term debt
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
|
|||||
|
|
|
At September 30, 2019
|
||||||||||||||||||
|
|
|
Outstanding
Balance
|
Original
Issuer
Premium
|
Capitalized
Fees & Expenses |
Balance
Sheet
|
Coupon
Interest Rate
|
||||||||||||||
|
Senior notes due 2022
|
(a)
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
%
|
|||||
|
Revolver due 2021
|
(b)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Finance lease - real estate
|
(e)
|
|
|
|
|
(
|
)
|
|
|
|
%
|
|||||||||
|
Non U.S. lines of credit
|
(f)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Non U.S. term loans
|
(f)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Other long term debt
|
(g)
|
|
|
|
|
(
|
)
|
|
|
Variable
|
|
|||||||||
|
Totals
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
less: Current portion
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Long-term debt
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
|
|||||
|
|
|
Year Ended September 30, 2020
|
||||||||||||||||||
|
|
|
Effective
Interest Rate
|
Cash Interest
|
Amort. Debt
Premium
|
Amort.
Deferred Cost
& Other Fees
|
Total Interest
Expense
|
||||||||||||||
|
Senior notes due 2028
|
(a)
|
|
%
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Senior notes due 2022
|
(a)
|
|
%
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Revolver due 2025
|
(b)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Finance lease - real estate
|
(e)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. lines of credit
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. term loans
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Other long term debt
|
(g)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Capitalized interest
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||
|
Totals
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
|
|
Year Ended September 30, 2019
|
||||||||||||||||||
|
|
|
Effective
Interest Rate
|
Cash Interest
|
Amort. Debt
Premium
|
Amort.
Deferred Cost
& Other Fees
|
Total Interest
Expense
|
||||||||||||||
|
Senior notes due 2022
|
(a)
|
|
%
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Revolver due 2025
|
(b)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
ESOP Loans
|
(d)
|
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
Finance lease - real estate
|
(e)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. lines of credit
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. term loan
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Other long term debt
|
(g)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Capitalized interest
|
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
|||||||||
|
Totals
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
|
|
Year Ended September 30, 2018
|
||||||||||||||||||
|
|
|
Effective
Interest Rate
|
Cash Interest
|
Amort. Debt
Premium |
Amort.
Deferred Cost
& Other Fees
|
Total Interest
Expense
|
||||||||||||||
|
Senior notes due 2022
|
(a)
|
|
%
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Revolver due 2025
|
(b)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Real estate mortgages
|
(c)
|
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
ESOP Loans
|
(d)
|
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
Finance lease - real estate
|
(e)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. lines of credit
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non U.S. term loan
|
(f)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Other long term debt
|
(g)
|
Variable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Capitalized interest
|
|
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
||||||||||
|
Totals
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
(a)
|
On June 22, 2020, in an unregistered offering through a private placement, Griffon completed the add-on offering of
$
|
|
(b)
|
On January 30, 2020, Griffon amended its Credit Agreement to increase the maximum borrowing availability from
$
|
|
(c)
|
In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of
$
|
|
(d)
|
In August 2016 and as amended on June 30, 2017, Griffon’s ESOP entered into a Term Loan with a bank (the "ESOP Agreement"). The Term Loan interest rate was LIBOR plus
|
|
(e)
|
Two Griffon subsidiaries have finance leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in 2021 and 2025, respectively, and bear interest at fixed rates of approximately
|
|
(f)
|
In November 2012, Garant G.P. (“Garant”), a Griffon subsidiary, entered into a CAD
|
|
|
Defined Benefits for the Years Ended
September 30,
|
Supplemental Benefits for the Years
Ended September 30,
|
|||||||||||||||||||||
|
|
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
|||||||||||||||||
|
Net periodic (benefits) costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest cost
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|||||||||||
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Prior service costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Actuarial loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total net periodic (benefits) costs
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
|
Defined Benefits for the Years Ended
September 30,
|
Supplemental Benefits for the Years
Ended September 30,
|
|||||||||||||||
|
|
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
|||||||||||
|
Discount rate
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||
|
Expected return on assets
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|||||
|
|
Defined Benefits at
September 30,
|
Supplemental Benefits at
September 30,
|
|||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
|||||||||||
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|||||||
|
Benefit obligation at beginning of fiscal year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Interest cost
|
|
|
|
|
|
|
|
|
|||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Actuarial (gain) loss
|
|
|
|
|
|
|
|
|
|||||||
|
Benefit obligation at end of fiscal year
|
|
|
|
|
|
|
|
|
|||||||
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|||||||
|
Fair value of plan assets at beginning of fiscal year
|
|
|
|
|
|
|
|
|
|||||||
|
Actual return on plan assets
|
|
|
|
|
|
|
|
|
|||||||
|
Company contributions
|
|
|
|
|
|
|
|
|
|||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Fair value of plan assets at end of fiscal year
|
|
|
|
|
|
|
|
|
|||||||
|
Projected benefit obligation in excess of plan assets
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|||||||
|
Accrued liabilities
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Other liabilities (long-term)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Total Liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Net actuarial losses
|
|
|
|
|
|
|
|
|
|||||||
|
Prior service cost
|
|
|
|
|
|
|
|
|
|||||||
|
Deferred taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Total Accumulated other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|||||||
|
Net amount recognized at September 30,
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Accumulated benefit obligations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Information for plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
|||||||
|
ABO
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
PBO
|
|
|
|
|
|
|
|
|
|||||||
|
Fair value of plan assets
|
|
|
|
|
|
|
|
|
|||||||
|
|
Defined Benefits at
September 30,
|
Supplemental Benefits at
September 30,
|
|||||||||
|
|
2020
|
2019
|
2020
|
2019
|
|||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
|
%
|
|
%
|
|||
|
For the years ending September 30,
|
Defined
Benefits
|
Supplemental Benefits
|
|||||
|
2021
|
$
|
|
|
$
|
|
|
|
|
2022
|
|
|
|
|
|||
|
2023
|
|
|
|
|
|||
|
2024
|
|
|
|
|
|||
|
2025
|
|
|
|
|
|||
|
2026 through 2030
|
|
|
|
|
|||
|
|
At September 30,
|
|
||||||
|
|
2020
|
2019
|
Target
|
|||||
|
Cash and equivalents
|
|
%
|
|
%
|
|
%
|
||
|
Equity securities
|
|
%
|
|
%
|
|
%
|
||
|
Fixed income
|
|
%
|
|
%
|
|
%
|
||
|
Other
|
|
%
|
|
%
|
|
%
|
||
|
Total
|
|
%
|
|
%
|
|
%
|
||
|
At September 30, 2020
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||
|
Cash and equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Government agency securities
|
|
|
|
|
|
|
|
|
|||||||
|
Debt instruments
|
|
|
|
|
|
|
|
|
|||||||
|
Equity securities
|
|
|
|
|
|
|
|
|
|||||||
|
Commingled funds
|
|
|
|
|
|
|
|
|
|||||||
|
Limited partnerships and hedge fund investments
|
|
|
|
|
|
|
|
|
|||||||
|
Other Securities
|
|
|
|
|
|
|
|
|
|||||||
|
Subtotal
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Accrued income and plan receivables
|
|
|
|||||||||||||
|
Total
|
$
|
|
|
||||||||||||
|
At September 30, 2019
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||
|
Cash and equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Government and agency securities
|
|
|
|
|
|
|
|
|
|||||||
|
Debt instruments
|
|
|
|
|
|
|
|
|
|||||||
|
Equity securities
|
|
|
|
|
|
|
|
|
|||||||
|
Commingled funds
|
|
|
|
|
|
|
|
|
|||||||
|
Limited partnerships and hedge fund investments
|
|
|
|
|
|
|
|
|
|||||||
|
Other Securities
|
|
|
|
|
|
|
|
|
|||||||
|
Subtotal
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Accrued income and plan receivables
|
|
|
|||||||||||||
|
Total
|
$
|
|
|
||||||||||||
|
Significant
Unobservable Inputs (Level 3) |
|||
|
As of October 1, 2019
|
$
|
|
|
|
Purchases, issuances and settlements
|
|
|
|
|
Gains and losses
|
|
|
|
|
As of September 30, 2019
|
|
|
|
|
Purchases, issuances and settlements
|
|
|
|
|
Gains and losses
|
|
|
|
|
As of September 30, 2020
|
$
|
|
|
|
|
At September 30,
|
||||
|
|
2020
|
2019
|
|||
|
Allocated shares
|
|
|
|
|
|
|
Unallocated shares
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2020
|
2019
|
2018
|
||||||||
|
Domestic
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Non-U.S.
|
|
|
|
|
|
|
|||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2020
|
2019
|
2018
|
||||||||
|
Current
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Deferred
|
|
|
(
|
)
|
(
|
)
|
|||||
|
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
U.S. Federal
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
||
|
State and local
|
|
|
|
|
|
|
|||||
|
Non-U.S.
|
|
|
|
|
|
|
|||||
|
Total provision
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
For the Years Ended September 30,
|
|||||||
|
|
2020
|
2019
|
2018
|
|||||
|
U.S. Federal income tax provision (benefit) rate
|
|
%
|
|
%
|
|
%
|
||
|
State and local taxes, net of Federal benefit
|
|
%
|
|
%
|
|
%
|
||
|
Non-U.S. taxes - foreign permanent items and taxes
|
|
%
|
|
%
|
|
%
|
||
|
Change in tax contingency reserves
|
|
%
|
(
|
)%
|
(
|
)%
|
||
|
Impact of federal rate change on deferred tax balances
|
|
%
|
|
%
|
(
|
)%
|
||
|
Tax Reform-Repatriation of Foreign Earnings and GILTI
|
|
%
|
|
%
|
|
%
|
||
|
Change in valuation allowance
|
(
|
)%
|
|
%
|
|
%
|
||
|
Other non-deductible/non-taxable items, net
|
|
%
|
|
%
|
(
|
)%
|
||
|
Non-deductible officer's compensation
|
|
%
|
|
%
|
|
%
|
||
|
Research and U.S. foreign tax credits
|
|
%
|
(
|
)%
|
(
|
)%
|
||
|
Share based compensation
|
|
%
|
|
%
|
(
|
)%
|
||
|
Other
|
(
|
)%
|
(
|
)%
|
(
|
)%
|
||
|
Effective tax provision (benefit) rate
|
|
%
|
|
%
|
|
%
|
||
|
|
At September 30,
|
||||||
|
|
2020
|
2019
|
|||||
|
Deferred tax assets:
|
|
|
|
|
|||
|
Bad debt reserves
|
$
|
|
|
$
|
|
|
|
|
Inventory reserves
|
|
|
|
|
|||
|
Deferred compensation (equity compensation and defined benefit plans)
|
|
|
|
|
|||
|
Compensation benefits
|
|
|
|
|
|||
|
Insurance reserve
|
|
|
|
|
|||
|
Warranty reserve
|
|
|
|
|
|||
|
Lease liabilities
|
|
|
—
|
|
|||
|
Net operating loss
|
|
|
|
|
|||
|
Tax credits
|
|
|
|
|
|||
|
Capital loss carryback
|
|
|
|
|
|||
|
Interest
|
|
|
|
|
|||
|
Other reserves and accruals
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
|||
|
Total deferred tax assets
|
|
|
|
|
|||
|
Deferred tax liabilities:
|
|
|
|
|
|||
|
Goodwill and intangibles
|
(
|
)
|
(
|
)
|
|||
|
Property, plant and equipment
|
(
|
)
|
(
|
)
|
|||
|
Right-of-use assets
|
(
|
)
|
—
|
|
|||
|
Other
|
(
|
)
|
(
|
)
|
|||
|
Total deferred tax liabilities
|
(
|
)
|
(
|
)
|
|||
|
Net deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
|
At September 30,
|
||||||
|
|
2020
|
2019
|
|||||
|
Other assets
|
$
|
|
|
$
|
|
|
|
|
Other liabilities
|
(
|
)
|
(
|
)
|
|||
|
Liabilities of discontinued operations
|
|
|
|
|
|||
|
Net deferred liability
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
Balance at September 30, 2018
|
$
|
|
|
|
Additions based on tax positions related to the current year
|
|
|
|
|
Additions based on tax positions related to prior years
|
(
|
)
|
|
|
Lapse of Statutes
|
(
|
)
|
|
|
Balance at September 30, 2019
|
|
|
|
|
Additions based on tax positions related to the current year
|
|
|
|
|
Additions based on tax positions related to prior years
|
|
|
|
|
Reductions based on tax positions related to prior years
|
(
|
)
|
|
|
Lapse of Statutes
|
(
|
)
|
|
|
Balance at September 30, 2020
|
$
|
|
|
|
For the Years Ended September 30,
|
|||||||||||
|
2020
|
2019
|
2018
|
|||||||||
|
Restricted stock
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
ESOP
|
|
|
|
|
|
|
|||||
|
Total stock based compensation
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
Shares
|
Weighted Average
Grant- Date Fair Value
|
||||
|
Unvested at September 30, 2019
|
|
|
$
|
|
|
|
|
Granted
|
|
|
|
|
||
|
Vested
|
(
|
)
|
|
|
||
|
Forfeited
|
(
|
)
|
|
|
||
|
Unvested at September 30, 2020
|
|
|
|
|
||
|
Operating Leases
|
Finance Leases
|
|||||
|
2021
|
$
|
|
|
$
|
|
|
|
2022
|
|
|
|
|
||
|
2023
|
|
|
|
|
||
|
2024
|
|
|
|
|
||
|
2025
|
|
|
|
|
||
|
2026
|
|
|
|
|
||
|
Total lease payments
|
|
|
|
|
||
|
Less: Imputed Interest
|
(
|
)
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
|
$
|
|
|
|
|
2020
|
2019
|
2018
|
|||||
|
Common shares outstanding
|
|
|
|
|
|
|
||
|
Unallocated ESOP shares
|
(
|
)
|
(
|
)
|
(
|
)
|
||
|
Non-vested restricted stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||
|
Impact of weighted average shares
|
(
|
)
|
(
|
)
|
|
|
||
|
Weighted average shares outstanding - basic
|
|
|
|
|
|
|
||
|
Incremental shares from stock based compensation
|
|
|
|
|
|
|
||
|
Weighted average shares outstanding - diluted
|
|
|
|
|
|
|
||
|
Quarter ended
|
Revenue
|
Gross Profit
|
Income from continuing operations
|
Per Share -
Basic
|
Per Share -
Diluted
|
||||||||||||||
|
2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2018
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
•
|
Earnings (loss) per share are computed independently for each quarter and year presented; as such the sum of the quarters may not be equal to the full year amounts.
|
|
•
|
2020 Net income, and the related per share earnings, included, net of tax, restructuring charges of
$
|
|
•
|
2019 Net income, and the related per share earnings, included, net of tax, a benefit from the reversal of contingent consideration related to the Kelkay acquisition of
$
|
|
•
|
Consumer and Professional Products ("CPP") conducts its operations through AMES. Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
|
|
•
|
Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
|
|
•
|
Defense Electronics conducts its operations through Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
|
|
For the Years Ended September 30,
|
||||||||||
|
REVENUE
|
2020
|
2019
|
2018
|
||||||||
|
|
|
|
|
|
|
||||||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Home and Building Products
|
|
|
|
|
|
|
|||||
|
Defense Electronics
|
|
|
|
|
|
|
|||||
|
Total consolidated net sales
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2020
|
2019
|
2018
|
||||||||
|
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|||||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Home and Building Products
|
|
|
|
|
|
|
|||||
|
Defense Electronics
|
|
|
|
|
|
|
|||||
|
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|||
|
Unallocated amounts, excluding depreciation
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|||
|
Net interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
|
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
|
Restructuring charges
|
(
|
)
|
|
|
|
|
|||||
|
Loss from debt extinguishment
|
(
|
)
|
|
|
|
|
|||||
|
Acquisition contingent consideration
|
|
|
|
|
|
|
|||||
|
Acquisition costs
|
(
|
)
|
|
|
(
|
)
|
|||||
|
Special dividend charges
|
|
|
|
|
(
|
)
|
|||||
|
Cost of life insurance benefit
|
|
|
|
|
(
|
)
|
|||||
|
Secondary equity offering costs
|
|
|
|
|
(
|
)
|
|||||
|
Income before taxes from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
For the Years Ended September 30,
|
|||||||||||
|
DEPRECIATION and AMORTIZATION
|
2020
|
2019
|
2018
|
||||||||
|
Segment:
|
|
|
|
||||||||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Home and Building Products
|
|
|
|
|
|
|
|||||
|
Defense Electronics
|
|
|
|
|
|
|
|||||
|
Total segment depreciation and amortization
|
|
|
|
|
|
|
|||||
|
Corporate
|
|
|
|
|
|
|
|||||
|
Total consolidated depreciation and amortization
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|||||
|
Segment:
|
|
|
|
|
|
|
|||||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Home and Building Products
|
|
|
|
|
|
|
|||||
|
Defense Electronics
|
|
|
|
|
|
|
|||||
|
Total segment
|
|
|
|
|
|
|
|||||
|
Corporate
|
|
|
|
|
|
|
|||||
|
Total consolidated capital expenditures
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
ASSETS
|
At September 30, 2020
|
At September 30, 2019
|
|||||
|
Segment assets:
|
|
|
|
|
|||
|
Consumer and Professional Products
|
$
|
|
|
$
|
|
|
|
|
Home and Building Products
|
|
|
|
|
|||
|
Defense Electronics
|
|
|
|
|
|||
|
Total segment assets
|
|
|
|
|
|||
|
Corporate
|
|
|
|
|
|||
|
Total continuing assets
|
|
|
|
|
|||
|
Assets of discontinued operations
|
|
|
|
|
|||
|
Consolidated total
|
$
|
|
|
$
|
|
|
|
|
For the Year Ended September 30, 2020
|
For the Year Ended September 30, 2019
|
|||||
|
Residential repair and remodel
|
$
|
|
|
$
|
|
|
|
Retail
|
|
|
|
|
||
|
Residential new construction
|
|
|
|
|
||
|
Industrial
|
|
|
|
|
||
|
International excluding North America
|
|
|
|
|
||
|
Total Consumer and Professional Products
|
|
|
|
|
||
|
Residential repair and remodel
|
|
|
|
|
||
|
Commercial construction
|
|
|
|
|
||
|
Residential new construction
|
|
|
|
|
||
|
Total Home and Building Products
|
|
|
|
|
||
|
U.S. Government
|
|
|
|
|
||
|
International
|
|
|
|
|
||
|
Commercial
|
|
|
|
|
||
|
Total Defense Electronics
|
|
|
|
|
||
|
Total Consolidated Revenue
|
$
|
|
|
$
|
|
|
|
For the Year Ended September 30, 2020
|
||||||||||||
|
Revenue by Geographic Area - Destination
|
Consumer and Professional Products
|
Home and Building Products
|
Defense Electronics
|
Total
|
||||||||
|
United States
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Europe
|
|
|
|
|
|
|
|
|
||||
|
Canada
|
|
|
|
|
|
|
|
|
||||
|
Australia
|
|
|
|
|
|
|
|
|
||||
|
All other countries
|
|
|
|
|
|
|
|
|
||||
|
Consolidated revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
For the Year Ended September 30, 2019
|
||||||||||||
|
Revenue by Geographic Area - Destination
|
Consumer and Professional Products
|
Home and Building Products
|
Defense Electronics
|
Total
|
||||||||
|
United States
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Europe
|
|
|
|
|
|
|
|
|
||||
|
Canada
|
|
|
|
|
|
|
|
|
||||
|
Australia
|
|
|
|
|
|
|
|
|
||||
|
All other countries
|
|
|
|
|
|
|
|
|
||||
|
Consolidated revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Years Ended September 30,
|
|||||||||||||||||||||||||||||
|
|
2020
|
2019
|
2018
|
||||||||||||||||||||||||||
|
|
Pre-tax
|
Tax
|
Net of tax
|
Pre-tax
|
Tax
|
Net of tax
|
Pre-tax
|
Tax
|
Net of tax
|
||||||||||||||||||||
|
Foreign currency translation adjustments
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Pension and other defined benefit plans
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||||
|
Cash flow hedge
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||||
|
Total other comprehensive income (loss)
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
|
At September 30,
|
|||||||
|
2020
|
2019
|
||||||
|
Foreign currency translation
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
Pension and other defined benefit plans
|
(
|
)
|
(
|
)
|
|||
|
Cash flow hedge
|
|
|
|
|
|||
|
Total
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
For the Years Ended September 30,
|
|||||||||||
|
2020
|
2019
|
2018
|
|||||||||
|
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
Other comprehensive income (loss), net of taxes
|
(
|
)
|
(
|
)
|
|
|
|||||
|
Comprehensive income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
||
|
|
For the Years Ended September 30,
|
||||||||||
|
Gain (Loss)
|
2020
|
2019
|
2018
|
||||||||
|
Pension amortization
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Cash flow hedges
|
(
|
)
|
|
|
|
|
|||||
|
Total before tax
|
(
|
)
|
|
|
(
|
)
|
|||||
|
Tax
|
|
|
(
|
)
|
|
|
|||||
|
Net of tax
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
||
|
For the Year Ended September 30, 2020
|
|||
|
Fixed
(a)
|
$
|
|
|
|
Variable
(a), (b)
|
|
|
|
|
Short-term
(b)
|
|
|
|
|
Total
|
$
|
|
|
|
For the Year Ended September 30, 2020
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
||||
|
Operating cash flows from operating leases
|
$
|
|
|
|
|
Financing cash flows from finance leases
|
|
|
||
|
Total
|
$
|
|
|
|
|
At September 30, 2020
|
|||
|
Operating Leases:
|
|||
|
Right of use assets:
|
|||
|
Operating right-of-use assets
|
$
|
|
|
|
Lease Liabilities:
|
|||
|
Current portion of operating lease liabilities
|
$
|
|
|
|
Long-term operating lease liabilities
|
|
|
|
|
Total operating lease liabilities
|
$
|
|
|
|
Finance Leases:
|
|||
|
Right of use assets:
|
|||
|
Property, plant and equipment, net
(1)
|
$
|
|
|
|
Lease Liabilities:
|
|||
|
Notes payable and current portion of long-term debt
|
$
|
|
|
|
Long-term debt, net
|
|
|
|
|
Total financing lease liabilities
|
$
|
|
|
|
Operating Leases
|
Finance Leases
|
|||||
|
2021
|
$
|
|
|
$
|
|
|
|
2022
|
|
|
|
|
||
|
2023
|
|
|
|
|
||
|
2024
|
|
|
|
|
||
|
2025
|
|
|
|
|
||
|
2026
|
|
|
|
|
||
|
Total lease payments
|
|
|
|
|
||
|
Less: Imputed Interest
|
(
|
)
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
|
$
|
|
|
|
September 30, 2020
|
|||
|
Weighted-average remaining lease term (years)
|
|||
|
Operating Leases
|
|
||
|
Finance Leases
|
|
||
|
Weighted-average discount rate
|
|||
|
Operating Leases
|
|
%
|
|
|
Finance Leases
|
|
%
|
|
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Cash and equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Accounts receivable, net of allowances
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Contract assets, net of progress payments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Assets of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Current Assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
OPERATING LEASE RIGHT-OF-USE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
GOODWILL
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
INTANGIBLE ASSETS, net
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
INTERCOMPANY RECEIVABLE
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
EQUITY INVESTMENTS IN SUBSIDIARIES
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
OTHER ASSETS
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
ASSETS OF DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Assets
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Notes payable and current portion of long-term debt
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Current portion of operating lease liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
LONG-TERM DEBT, net
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
LONG-TERM OPERATING LEASE LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
INTERCOMPANY PAYABLES
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
OTHER LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
LIABILITIES OF DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Liabilities
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Total Liabilities and Shareholders’ Equity
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
|||||||||
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cash and equivalents
|
|
|
|
|
|
|
|
|
|
|
||||
|
Accounts receivable, net of allowances
|
|
|
|
|
|
|
|
|
|
|
||||
|
Contract assets, net of progress payments
|
|
|
|
|
|
|
|
|
|
|
||||
|
Inventories, net
|
|
|
|
|
|
|
|
|
|
|
||||
|
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
|
|
||||
|
Assets of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
|
|
|
|
|
|
|
|
|
||||
|
GOODWILL
|
|
|
|
|
|
|
|
|
|
|
||||
|
INTANGIBLE ASSETS, net
|
|
|
|
|
|
|
|
|
|
|
||||
|
INTERCOMPANY RECEIVABLE
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
EQUITY INVESTMENTS IN SUBSIDIARIES
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
OTHER ASSETS
|
|
|
|
|
(
|
)
|
|
|
|
|
||||
|
ASSETS OF DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
||||
|
Notes payable and current portion of long-term debt
|
|
|
|
|
|
|
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||
|
LONG-TERM DEBT, net
|
|
|
|
|
|
|
|
|
|
|
||||
|
INTERCOMPANY PAYABLES
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
OTHER LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
||||
|
LIABILITIES OF DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Liabilities
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
Total Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
(
|
)
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
Revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Cost of goods and services
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from operations
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest income (expense), net
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Loss on extinguishment of debt
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||
|
Total other income (expense)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Income (loss) before taxes
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Provision (benefit) for income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Income (loss) before equity in net income of subsidiaries
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Equity in net income (loss) of subsidiaries
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Comprehensive income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
Revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Cost of goods and services
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from operations
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest income (expense), net
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||
|
Total other income (expense)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Income (loss) before taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Provision (benefit) for income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Income (loss) before equity in net income of subsidiaries
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity in net income (loss) of subsidiaries
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from continuing operations
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from operations of discontinued businesses
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Provision (benefit) from income taxes
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Income (loss) from discontinued operations
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Net Income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Comprehensive income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
Revenue
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Cost of goods and services
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from operations
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest income (expense), net
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||
|
Total other income (expense)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Income (loss) before taxes from continuing operations
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||
|
Provision (benefit) for income taxes
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) before equity in net income of subsidiaries
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
Equity in net income (loss) of subsidiaries
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||
|
Income (loss) from continuing operations
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
|
Income from operations of discontinued businesses
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Provision (benefit) from income taxes
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Comprehensive income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Acquisition of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Acquired business, net of cash acquired
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Proceeds from sale of assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Investment purchases
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Proceeds from issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Purchase of shares for treasury
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments of long-term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Financing costs
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Acquisition costs
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Dividends paid
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Net cash provided by (used in) financing activities
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|||||||||
|
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash used in discontinued operations
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Effect of exchange rate changes on cash and equivalents
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||||
|
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Net (income) loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|||||||||||||||||||
|
Acquisition of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Acquired business, net of cash acquired
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Proceeds from sale of business
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Insurance payments
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Proceeds from sale of assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Investment purchases
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Net cash provided by (used in) investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|||||||||||||||||||
|
Purchase of shares for treasury
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments of long-term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Change in short-term borrowings
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||||
|
Financing costs
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Contingent consideration for acquired businesses
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Dividends paid
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Net cash provided by (used in) financing activities
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|||||||||||||||||||
|
Net cash used in discontinued operations
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Effect of exchange rate changes on cash and equivalents
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||||
|
NET INCREASE IN CASH AND EQUIVALENTS
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
|
Parent Company
|
Guarantor Companies
|
Non-Guarantor Companies
|
Elimination
|
Consolidation
|
||||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
|
Net income (loss) from discontinued operations
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||||
|
Net cash provided by (used in) operating activities
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Acquisition of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Acquired business, net of cash acquired
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Proceeds from sale of business
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Insurance proceeds
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash used in investing activities
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Purchase of shares for treasury
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments of long-term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Change in short-term borrowings
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Financing costs
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Purchase of ESOP shares
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Dividends paid
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Other, net
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash provided by (used in) financing activities
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash provided by (used in) discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
|
Effect of exchange rate changes on cash and equivalents
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||||
|
NET DECREASE IN CASH AND EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Description
|
Balance at
Beginning of
Year
|
Recorded to
Cost and
Expense
|
Accounts
Written Off,
net
|
Other (1)
|
Balance at
End of Year
|
||||||||||||||
|
FOR THE YEAR ENDED SEPTEMBER 30, 2020
|
|
|
|
|
|
|
|
|
|||||||||||
|
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Bad debts
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|||||
|
Sales returns and allowances
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||||
|
Inventory valuation
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
|
Deferred tax valuation allowance
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
FOR THE YEAR ENDED SEPTEMBER 30, 2019
|
|
|
|
|
|
|
|
|
|||||||||||
|
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Bad debts
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
|
Sales returns and allowances
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
|
Inventory valuation
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||||
|
Deferred tax valuation allowance
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
FOR THE YEAR ENDED SEPTEMBER 30, 2018
|
|
|
|
|
|
|
|
|
|||||||||||
|
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Bad debts
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Sales returns and allowances
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
|
Inventory valuation
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
|
Deferred tax valuation allowance
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Note (1): For the year ended September 30, 2018, Other primarily consists of opening balances of reserves assumed from acquisitions.
|
|||||||||||||||||||
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Griffon’s assets;
|
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Griffon’s receipts and expenditures are being made only in accordance with authorizations of Griffon’s management and directors; and
|
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Griffon’s assets that could have a material effect on the financial statements.
|
|
(a)
|
(1)
|
Financial Statements
– Covered by Report of Independent Registered Public Accounting Firm
|
||
|
|
(A)
|
Consolidated Balance Sheets at September 30, 2020 and 2019
|
||
|
|
(B)
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2020, 2019 and 2018
|
||
|
|
(C)
|
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2020, 2019 and 2018
|
||
|
|
(D)
|
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2020, 2019 and 2018
|
||
|
|
(E)
|
Notes to the Consolidated Financial Statements
|
||
|
|
(2)
|
Financial Statement Schedule
– Covered by Report of Independent Registered Public Accounting Firm
|
||
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
||
|
|
|
All other schedules are not required and have been omitted.
|
||
|
(3)
|
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the signatures page of this Form 10-K.
|
|||
|
|
(b)
|
Reference is made to the exhibit index that follows the signatures page of this Form 10-K.
|
||
|
Exhibit
No.
|
|
|
|
3.1
|
Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No. 1-06620) and Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No. 1-06620)).
|
|
|
3.2
|
Amended and Restated By-laws (Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
|
|
|
4.1
|
Specimen Certificate for Shares of Common Stock of Registrant (Exhibit 4.3 of Registration Statement on Form S-3 Registration Statement No. 333-109171 (Commission File No. 1-06620)).
|
|
|
4.2
|
Indenture, dated as of February 19, 2020, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K dated February 20, 2020 (Commission File No. 1-06620)).
|
|
|
4.3
|
Registration Rights Agreement, dated as of June 22, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 19, 2020 (Commission File No. 1-06620)).
|
|
|
4.4
|
Registration Rights Agreement, dated as of June 22, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.1 to Current Report on Form 8-K dated June 22, 2020 (Commission File No. 1-06620)).
|
|
|
4.5
|
Underwriting Agreement, dated August 13, 2020, by and among Griffon Corporation, Robert W. Baird & Co. Incorporated and Ronald J. Kramer (Exhibit 1.1 to Current Report on Form 8-K dated August 1, 2020 (Commission File No. 1-06620)).
|
|
|
4.6*
|
||
|
10.1**
|
Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No. 1-06620)).
|
|
|
10.2
|
Form of Indemnification Agreement between the Registrant and its officers and directors (Exhibit 10.2 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No. 1-06620)).
|
|
|
10.3**
|
Supplemental Executive Retirement Plan as amended through July 18, 2006 (Exhibit 10.3 to Current Report on Form 8-K filed July 21, 2006 (Commission File No. 1-06620)).
|
|
|
10.4**
|
Amendment No. 1 to the Amended and Restated Supplemental Executive Retirement Plan dated August 3, 2007 (Exhibit 10.3 to the Current Report on Form 8-K filed August 6, 2007 (Commission File No. 1-06620)).
|
|
|
10.5**
|
Employment Agreement, dated March 16, 2008, between the Registrant and Ronald J. Kramer. (Exhibit 10.1 to the Current Report on Form 8-K filed March 20, 2008 (Commission File No. 1-06620)).
|
|
|
10.6**
|
Amendment No.1 to Employment Agreement made as of February 3, 2011 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 99.4 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
|
|
|
10.7**
|
Amendment No. 2 to Employment Agreement made as of December 12, 2013 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2013. (Commission File No. 1-06620)).
|
|
|
10.8**
|
Offer Letter, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
|
|
|
10.9**
|
Severance Agreement, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
|
|
|
10.10**
|
Employment Agreement, dated December 7, 2012, by and between Griffon Corporation and Robert F. Mehmel (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
|
|
|
10.11**
|
Offer Letter, dated June 1, 2015 between the Company and Brian G. Harris (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-06620)).
|
|
|
10.12**
|
Severance Agreement, dated July 30, 2015 between the Company and Brian G. Harris (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-06620)).
|
|
|
10.13**
|
Griffon Corporation 2016 Equity Incentive Plan (Exhibit A to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No. 1-06620)).
|
|
|
10.14**
|
Amendment No. 1 to the Griffon Corporation 2016 Equity Incentive Plan (Annex B to Griffon's Proxy Statement relating to the 2018 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 18, 2017 (Commission File No. 1-06620)).
|
|
|
Exhibit
No. |
||
|
10.15**
|
Amendment No. 2 to the 2016 Equity Incentive Plan (incorporated by reference to Annex B to Griffon’s Proxy Statement relating to the 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2019 (Commission File No. 1-06620)).
|
|
|
10.16**
|
Griffon Corporation 2016 Performance Bonus Plan (Exhibit B to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No. 1-06620)).
|
|
|
10.17**
|
Amended and Restated 2016 Performance Bonus Plan, dated as January 29, 2020 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No. 1-06620)).
|
|
|
10.18**
|
Griffon Corporation Director Compensation Program, Amended and Restated as of January 30, 2020 (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No. 1-06620)).
|
|
|
10.19
|
Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, a Delaware corporation, the several banks and other financial institutions or entities from time to time party thereto, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as co-syndication agents, Bank of America, N.A., Capital One, N.A. and Citizens Bank, National Association, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.1 to Current Report on Form 8-K dated March 22, 2016 (Commission File No. 1-06620)).
|
|
|
10.20
|
First Amendment, dated as of June 2, 2017, to Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-06620)).
|
|
|
10.21
|
Second Amendment, dated as of October 2, 2017, to Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.3 to Current Report on Form 8-K dated October 2, 2017 (Commission File No. 1-06620)).
|
|
|
10.22
|
Third Amendment, dated as of February 9, 2018, to Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2019 (Commission File No. 1-06620)).
|
|
|
10.23
|
Fourth Amendment, dated as of May 31, 2018, to Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed June 1, 2018 (Commission File No. 1-06620)).
|
|
|
10.24
|
Fifth Amendment, dated as of February 22, 2019, to Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time parties thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (Commission File No. 1-06620)).
|
|
|
10.25
|
Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of January 30, 2020, to that certain Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time parties thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No. 1-06620)).
|
|
|
10.26
|
Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.3 to the Current Report on Form 8-K filed March 18, 2011 (Commission File No. 1-06620)).
|
|
|
10.27
|
Amendment, dated as of March 28, 2013, to Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.2 to the Current Report on Form 8-K filed April 1, 2013 (Commission File No. 1-06620)).
|
|
|
10.28
|
Second Amendment, dated as of June 2, 2017, to Guarantee and Collateral Agreement, dated as of March 18, 2011 (as amended by the Amendment to Guarantee and Collateral Agreement, dated as of March 28, 2013), by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent. (Exhibit 99.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-06620)).
|
|
|
10.29
|
Purchase Agreement, dated as of February 4, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to Current Report on Form 8-K dated February 5, 2020 (Commission File No. 1-06620)).
|
|
|
Exhibit
No. |
||
|
10.30
|
Purchase Agreement, dated as of June 8, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to Current Report on Form 8-K dated June 9, 2020 (Commission File No. 1-06620)).
|
|
|
14.1
|
Code of Business Conduct and Ethics (Exhibit 14.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 1-06620)).
|
|
|
21*
|
|
|
|
23*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32*
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document***
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document***
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Document***
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definitions Document***
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Document***
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Document***
|
|
|
_______________________
|
|
|
*
|
Filed herewith. All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references.
|
|
**
|
Indicates a management contract or compensatory plan or arrangement.
|
|
***
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”
|
|
|
Griffon Corporation
|
|
|
|
By:
|
/s/ Ronald J. Kramer
|
|
|
|
Ronald J. Kramer,
|
|
|
|
Chief Executive Officer
|
|
/s/ Ronald J. Kramer
|
|
Chairman of the Board and Chief Executive Officer
|
|
Ronald J. Kramer
|
|
(Principal Executive Officer)
|
|
/s/ Robert F. Mehmel
|
President, Chief Operating Officer and
|
|
|
Robert F. Mehmel
|
Director
|
|
|
/s/ Brian G. Harris
|
|
Senior Vice President and Chief Financial Officer
|
|
Brian G. Harris
|
|
(Principal Financial Officer)
|
|
/s/ W. Christopher Durborow
|
Vice President and Chief Accounting Officer
|
|
|
W. Christopher Durborow
|
(Principal Accounting Officer)
|
|
|
/s/ Henry A. Alpert
|
|
Director
|
|
Henry A. Alpert
|
|
|
|
/s/ Jerome L. Coben
|
Director
|
|
|
Jerome L. Coben
|
||
|
/s/ Thomas J. Brosig
|
|
Director
|
|
Thomas J. Brosig
|
|
|
|
/s/ Louis J. Grabowsky
|
Director
|
|
|
Louis J. Grabowsky
|
|
|
|
/s/ Robert G. Harrison
|
Director
|
|
|
Robert G. Harrison
|
|
|
|
/s/ Lacy M. Johnson
|
|
Director
|
|
Lacy M. Johnson
|
|
|
|
/s/ Victor Eugene Renuart
|
Director
|
|
|
Victor Eugene Renuart
|
||
|
/s/ James W. Sight
|
Director
|
|
|
James W. Sight
|
||
|
/s/ Kevin F. Sullivan
|
Director
|
|
|
Kevin F. Sullivan
|
||
|
/s/ Samanta Hegedus Stewart
|
Director
|
|
|
Samanta Hegedus Stewart
|
||
|
/s/ Cheryl L. Turnbull
|
Director
|
|
|
Cheryl L. Turnbull
|
||
|
/s/ William H. Waldorf
|
Director
|
|
|
William H. Waldorf
|
||